Astro Resources NL ACN 007 090 904

Entitlements Issue Prospectus

For a non-renounceable pro rata offer of three (3) New Shares for every five (5) Shares held by Shareholders registered at 7:00pm AEDT on the Record Date with one (1) free-attaching New Option for every four (4) New Shares issued at an issue price of $0.002 per New Share to raise approximately $2.6 million before costs ( Offer ).

This Offer opens on Thursday 5 April 2012 and closes at 5:00pm (AEST) on Friday 27 April 2012 . Valid acceptances must be received by the Closing Date.

Important Notice

This is an important document that should be read in its entirety. Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding acceptance of your Entitlement.

If you do not understand this document you should consult your professional adviser without delay. The securities offered by this Prospectus should be considered speculative.

Important information

Prospectus

This Prospectus is dated 21 March 2012 and was lodged with the Australian Securities and Investment Commission ( ASIC ) on 21 March 2012. ASIC and the Australian Securities Exchange ( ASX ) take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

making a decision whether or not to invest in New Securities or the Company.

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon.

Forward-looking statements

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser without delay.

The Shares offered by this Prospectus should be

considered as a speculative investment.

Electronic prospectus

This Prospectus may be viewed in electronic form at www.aro.com.au by Australian investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by contacting the Company. The information on www.aro.com.au does not form part of this Prospectus.

Risk factors

Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest.

Overseas Shareholders

No offer is being made to Shareholders with a registered address outside Australia, New Zealand or Hong Kong. The distribution of this Prospectus and the Entitlement and Acceptance Form (including electronic copies) outside Australia, New Zealand or Hong Kong may be restricted by law. If you come into possession of these documents, you should observe such restrictions and should seek your own advice about such restrictions. Please refer to Section 2.16 for further information.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX’s website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before

This Prospectus may contain forward-looking statements that have been based on current expectations about future acts, events and circumstances. Any forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements.

Accepting the Offer

Applications for New Shares by Eligible Shareholders may only be made on an original Entitlement and Acceptance Form, as sent with this Prospectus. The Entitlement and Acceptance Form sets out the Entitlement of an Eligible Shareholder to participate in the Offer. Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

By returning an Entitlement and Acceptance Form or lodging an Entitlement and Acceptance Form with your stockbroker or otherwise arranging for payment for your New Shares in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have received and read this Prospectus, you have acted in accordance with the terms of the Offer detailed in this Prospectus and you agree to all of the terms and conditions as detailed in this Prospectus.

Defined terms

Certain capitalised terms and other terms used in this Prospectus are defined in the Glossary of defined terms in Section 9.

Currency

All references in this Prospectus to “$”, “AUD” or “dollar” are references to Australian currency unless otherwise indicated.

Reference to time

All references in this document to time relate to the time in Sydney, New South Wales.

1.	Investment overview .............................................................................................. 5
2.	Details of the Offer ................................................................................................. 9
3.	Effect of the Offer ................................................................................................. 17
4.	Rights and liabilities attached to securities ....................................................... 20
5.	Risk factors .......................................................................................................... 24
6.	Continuous disclosure documents ..................................................................... 28
7.	Additional information ......................................................................................... 30
8.	Directors' statement ............................................................................................. 39
9.	Glossary ............................................................................................................... 40

Corporate directory

Directors

Peter Geoffrey Jermyn Non-Executive Director and Chairman

Mr Robert Hyndes Executive Director

Auditors

Stantons International Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Mr Malcolm Macleod Executive Director Mr Graham Libbesson Non-Executive Director

Company Secretary

Mr Lynton McCreery

Registered and Principal Office

Astro Resources NL Ground Floor 3 Richardson Street West Perth WA 6005

Telephone: +61 8 6389 5777 Facsimile: +61 8 9486 1258

Share Registry

Link Market Services Limited Ground Floor 178 St Georges Terrace Perth WA 6000

Telephone: +61 2 8280 7111 (outside Australia) or 1300 554 474 (inside Australia) Facsimile: +61 2 9287 0303

Email: [email protected]

www.linkmarketservices.com.au

Web Address

www.aro.com.au

Solicitors for the Offer

Jackson McDonald Level 25, 140 St Georges Terrace Perth WA 6000

ASX Code: ARO

Chairman’s letter

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a fullyunderwritten, three (3) for five (5) non-renounceable pro-rata entitlement issue of New Shares with one (1) free attaching New Option for every four (4) New Shares issued to raise approximately A$2.6 million before costs of the Offer.

Each New Share will be issued at an issue price of $0.002 per New Share. Each four (4) New Shares will be issued with one free attaching New Option. Each New Option is exercisable at $0.005 for one (1) Share in the Company on or before 30 June 2014.

The Company recognises that the continued loyalty of its shareholders and investors has made possible the acquisition of the Scott Coastal Plain Project, a JORC compliant minerals sands project in southern Western Australia. Shareholders will be aware, through recent ASX announcements, of the increase to the global JORC compliant resource at the flagship Governor Broome prospect, and the exciting expansion and upgrade opportunities presented through upcoming work programs.

Should you wish to take up more than your Entitlement, please indicate in the space provided on the Entitlement and Acceptance Form. If there is a Shortfall, you may be offered more New Shares, but there is no guarantee that a further offer of New Shares will be made to you. The right to make the offer of the Shortfall to any party, or no-one, is reserved by the Company.

The capital raising will provide funds to:

(a) complete the acquisition of Governor Well Minerals Pty Ltd (80% equity interest);
(b) continue the development of the Scott Coastal Plain Project; and
(c) enhance the Company’s working capital position.

On behalf of the Board, I invite you to carefully consider this Prospectus and participate in the Offer.

Yours sincerely

Peter Geoffrey Jermyn Non-Executive Chairman

1. Investment overview

This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in Shares.

1.1 The Company’s projects

Astro Resources NL is an Australian based resources company with a portfolio of resource projects with a predominant focus on Western Australia.

Scott Coastal Plain Mineral Sands

On 20 September 2011, the Company acquired an 80% interest in the issued share capital of Governor Well Minerals Pty Ltd ( GWM ). GWM holds 100% interest in a portfolio of Tenements known as the “Scott Coastal Plain Mineral Sands Project”.

The project consists of 11 granted Tenements totalling 400 square kilometres located southwest of Nannup in Western Australia within the heart of a prolific mineral sands region and adjacent to significant established producer and in close proximity to established infrastructure.

The Company’s principal focus over the next 12 months will be on expediting the upgrading of the Scott Coastal Plain resource from JORC Inferred to Indicated status in preparation for mine plan studies and resource development.

Uranium – Macphee Creek

The Macphee Creek Project is held by wholly owned subsidiary Macphee Resources Pty Ltd and situated in the East Kimberley region of Western Australia, located approximately 130km south of Kununurra.

The geological setting and nature of the primary uranium mineralisation historically recorded indicates the potential for a high-grade uranium occurrence.

The Company has formalised a focused work program to test a number of key targets and had intended to undertake the proposed drill program during the year. However, negotiations with the Kimberley Land Council regarding heritage protection have not as yet concluded. The required program of works will be submitted for approval immediately upon the satisfactory conclusion of these discussions.

Kimberley diamond projects

The Company holds a number of projects located on the Kimberley Plateau, located in the Kimberley region in Western Australia, a region of complex geology and diamond bearing alluvial and lamproite ores.

North Doolgunna Joint Venture

The North Doolgunna Gold Project (the Company holds a 60% interest in the project through its wholly owned subsidiary, North Doolgunna Metals Pty Ltd) embracing three (3) exploration licences to the immediate southwest of the Plutonic Gold Mine in the highly prospective Peak Hill Goldfield.

1.2 Key risks

In addition to risks specific to the Company as described in detail in Section 5, prospective investors should be aware of the following key risks which have particular application with respect to the Scott Coastal Mineral Sands Project:

(a) Access risks: Where mining tenements (or part thereof) are subject to rights over private land, resource companies are required to negotiate access, compensation and mining agreements with the landholder in order to gain access to explore, develop and mine the resource. Negotiation and execution of such agreements are subject to the willingness of landholders to co-operate with resource entities. The Company’s tenements include land held by a number of landholders, with each of whom the Company will be required to negotiate satisfactory arrangements. The Company has successfully negotiated access agreements with many key landholders, and maintains a high level of communication and co-operation to ensure successful relations moving forward.
(b) Mineral assemblage and consistency: The value of, and ability to mine, a resource is partially dependent on the mineral assemblage and/or quality and the surrounding geological and soil setting, information which is not always necessarily available at the commencement of exploration, and which is established at varying stages throughout development. Such data can affect the Company’s ability to successfully extract, treat or sell the mineral product. The Company makes all efforts to determine this information at practical stages throughout exploration to reduce risks associated with mineral assemblage and quality.

1.3 The Board

Peter Jermyn , Non-Executive Director and Chairman

Peter Jermyn has over thirty-eight years of global experience in the resources and mining sectors. Peter has been directly involved in the successful development of hydrocarbon projects in Australia, the Middle East, Unites States, former USSR, PNG, Indonesia, the Philippines and Columbia in Southern America. Peter has also worked extensively in the exploration for and production of minerals in Australia, Canada, Africa, the Unites States and Indonesia.

Robert Hyndes , Executive Director

Robert Hyndes attended Curtin University in Western Australia and holds a Bachelor of Commerce in Economics. Mr Hyndes has a corporate finance and management consulting background with experience in Australia, the United Kingdom, the United States and Asia. He has provided strategy and consulting services across a range of industries including technology, mining and resources and professional services.

Malcolm Macleod , Executive Director

Malcolm Macleod has over 40 years experience in the mining and resources industry including oil, gas, coal, base metal, gold and diamond exploration in Australia, Africa and Central Asia. His recent work has included oil and mineral exploration including diamond evaluation in Somalia, Uganda, Sierra Leone, South Africa, Zimbabwe, Cyprus and Turkmenistan. Mr Macleod is a member of the Australian Institute of Geoscientists, the Geological Society of Australia and the Petroleum Exploration Society of Australia and has a Bachelor of Science in Geology (Honours) from the University of Western Australia.

Graham Libbesson , Non-Executive Director

Graham Libbesson has over 30 years experience in business, taxation, management, mergers and acquisitions, equity and debt financing as a business advisor and director of various listed and unlisted companies.

1.4 Purpose of the Offer

The purpose of the Offer is to provide the Company with the necessary funds to:

(a) complete the acquisition of 80% of the issued share capital in GWM;
(b) continue project development and exploration activities;
(c) general working capital; and
(d) pay the costs of the Offer.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

1.5 Use of proceeds

The Company proposes to raise up to $2.6 million through the Offer, before deducting the expenses of the Offer.

If the total subscription of $2.6 million is raised from the Offer, the funds are intended to be applied as follows:

	Amount
Use of Proceeds

Payment for the acquisition of 80% of the issued share capital of GWM Working capital Costs of the Offer Total	$500,000 $1,900,000 $200,000
	$2,600,000

To the extent that the Company is not successful in raising approximately $2.6 million, the funds available for working capital and fees payable under the Offer will be reduced.

The information set out in the above table is a statement of present intention as at the date of this Prospectus. The exact amount of funds spent by the Company will depend on many factors that cannot be ascertained at this time.

1.6 Timetable for the Offer

The timetable for the Offer is as follows:

Event	Date
Announcement of Offer	19 March 2012
Lodgement of Prospectus with ASIC	21 March 2012
Notice of Offer sent to Shareholders	23 March 2012
Securities quoted on an “ex” basis	26 March 2012
Record Date	30 March 2012

Prospectus and Entitlement and Acceptance Form sent to Shareholders	5 April 2012
Opening Date of Offer	5 April 2012
Closing Date of Offer	27 April 2012
New Shares and New Options quoted on ASX on deferred settlement basis	30 April 2012
Allotment, quotation and despatch of holding statements for New Securities	7 May 2012
Ordinary trading of New Shares and New Options commences	8 May 2012

The above dates are indicative only and may be subject to change. The Directors reserve the right to vary these dates, including the Closing Date, without prior notice but subject to any applicable requirements of the Corporations Act or the Listing Rules. This may include extending the Offer or accepting late acceptances, either generally or in particular cases.

2. Details of the Offer

2.1 The Offer

The Company is making a non-renounceable pro rata offer of fully paid ordinary Shares in the capital of the Company ( New Shares ) and options to acquire Shares ( New Options ) to Eligible Shareholders ( Offer ).

Eligible Shareholders will be entitled to apply for three (3) New Shares for every five (5) Shares, with one (1) free attaching New Option for every four (4) New Shares issued, held at 7:00pm AEDT on the Record Date, at an issue price of $0.002 per New Share. The issue price is payable in full on application.

As at the Record Date, the Company is expected to have on issue 2,180,034,572 Shares, 319,163,322 listed Options and 270,065,356 unlisted Options.

Based on the number of Shares expected to be on issue on the Record Date, a total of 1,308,020,743 New Shares will be offered under the Offer, raising $2,616,041 before costs of the Offer.

The Company’s Option Holders also have an opportunity to participate in the Offer, provided that they exercise their Options and become the registered holders of Shares in respect of the exercised Options by 5:00pm (AEDT) on the Record Date. However, as the respective exercise prices of the various Options series are considerably above the current market price of the Company’s Shares, the Company does not expect to issue further Shares pursuant to exercise of Options before the Record Date.

The New Options will form a new class of security. The Company will apply for official quotation of the New Options offered by this Prospectus.

2.2 Opening Date and Closing Date

The Offer will open for receipt of Applications on Thursday 5 April 2012 ( Opening Date ) and will close at 5:00pm AEDT on Friday 27 April 2012 ( Closing Date ). Subject to compliance with the ASX Listing Rules, the Company reserves the right to close the Offer early or to extend the Closing Date.

2.3 Rights and liabilities attaching to New Securities

The New Shares issued under this Prospectus will be fully paid and will rank equally in all respects with existing Shares. A summary of the rights and liabilities attaching to the New Shares is set out in Section 4.1.

The terms of the New Options are set out in Section 4.2.

2.4 Entitlement and eligibility

Each Shareholder with a registered address in Australia, New Zealand or Hong Kong and who is registered as the holder of Shares at 7:00pm (AEDT) on the Record Date ( Eligible Shareholder ) is entitled to participate in the Offer.

The number of New Shares to which you are entitled is shown on your Entitlement and Acceptance Form accompanying this Prospectus.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

If you decide not to accept all or part of your Entitlement, or fail to do so by the Closing Date, your rights to participate in the Offer will lapse and the New Shares not taken up by you will form part of the Shortfall. As a result of this Offer, Shareholders who do not take up all of their Entitlement will have their percentage shareholding in the Company diluted.

The Company reserves the right (in its sole discretion) to:

reject any application that it believes comes from a person who is not an Eligible Shareholder; and
reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claim to be entitled to participate in the Offer proves to be false, exaggerated or unsubstantiated.

The Directors reserve the right not to proceed with the whole or any part of the Offer at any time prior to the allotment of New Shares. In that event, relevant Application Monies will be refunded without interest.

2.5 Entitlement and Acceptance Forms

Your acceptance of the Offer must be made by either:

(a) completing and returning the Entitlement and Acceptance Form accompanying this Prospectus with your cheque for payment; or
(b) making payment by BPay® - see Section 2.7.

To the extent that your acceptance exceeds your Entitlement as shown on the Entitlement and Acceptance Form, excess amounts will be applied to Additional Shares. Further information relating to Additional Shares is set out at Section 2.9.

Acceptance of the Offer creates a legally binding contract between the Applicant and the Company for the number of New Securities that you have applied for as accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Securities.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Company’s decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

2.6 How to accept the Offer

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(iii) pay the Application Monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form; or

(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate Application Monies (at $0.002 per New Share); or
(iii) pay the appropriate Application Monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form; or
(c) If you wish to accept your Entitlement in full and apply for further Shares subject to their being sufficient Shortfall:
(i) complete your Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the appropriate Application Monies (at $0.002 per New Share); or
(iii) pay the appropriate Application Monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form; or
(d) if you do not wish to accept any of your Entitlement, do not do anything.

Unless you are making payment by BPay®, completed Entitlement and Acceptance Forms and accompanying cheques for Application Monies must be mailed or delivered to:

By hand delivery: By post: Level 12, 680 George Street Locked Bag A14 Sydney NSW 2000 Sydney South NSW 1235 or 178 St Georges Terrace Perth WA 6000

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Astro Resources NL” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s Share Registry no later than 5:00pm (AEST) on the Closing Date.

2.7 Payment by BPay®

Payment by BPay® should be made according to the instructions set out on the Entitlement and Acceptance Form using the Reference number shown on that form next to the BPay® symbol. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form.

The Reference number is used to identify your holding. If you have multiple holdings you will have multiple Reference numbers. You must use the Reference number shown on each Entitlement and Acceptance Form to pay for each holding separately. Failure to do so may result in an underpayment. If you pay by BPay® and do not pay for your full Entitlement, the remaining Entitlement will form part of the Shortfall.

Applicants should be aware that their own financial institution may implement cut-off times with regards to electronic payment and should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPay® are received by the Closing Date.

2.8 Underwriting

The Offer is, subject to certain terms and conditions, fully underwritten by Pareto Capital Pty Ltd ( Underwriter ). Any New Shares which are not subscribed for by Eligible Shareholders will form part of the Shortfall to be taken up by the Underwriter, pursuant to the Underwriting Agreement, or the various subunderwriters.

The Underwriter is entitled to an underwriting fee of 6% and, subject to Shareholder approval to be sought at a general meeting of Shareholders, the Underwriter Options. Additionally, the Company must pay or reimburse the Underwriter for its reasonable costs, professional fees and expenses in relation, and incidental, to the Offer.

The Underwriter may appoint further sub-underwriters to sub-underwrite the Offer. The Underwriter is responsible for paying all fees and commissions due to subunderwriters and brokers appointed by the Underwriter in respect of the underwriting of the Offer.

2.9 Applying for Additional Shares out of the Shortfall

Any New Shares not subscribed for will form part of the Shortfall.

Eligible Shareholders may, in addition to their Entitlement, apply for Additional Shares regardless of the size of their present holding by specifying the total amount of New Shares they wish to apply for (including the Additional Shares) on their Entitlement and Acceptance Form.

Applications for Additional Shares may be satisfied out of the Shortfall.

As permitted by the Listing Rules, the Directors reserve the right to issue the Shortfall at their discretion. Accordingly, the Company cannot guarantee that you will receive the Additional Shares you apply for in excess of your Entitlement.

If more Additional Shares are applied for than the quantity of the Shortfall, those Applications will be scaled back in a manner determined by the Directors in their absolute discretion. It is an express term of the Offer that Applicants for Additional Shares will be bound to accept a lesser number of Additional Shares allocated to them than applied for. If you do not receive any or all of the Additional Shares you applied for, any excess Application Monies will be returned to you without interest.

2.10 Minimum subscription

There is no minimum subscription for the Offer.

2.11 Non-renounceable offer – no rights trading

The Offer is non-renounceable. This means that Eligible Shareholders are not able to sell or transfer their Rights to subscribe for New Shares.

2.12 ASX quotation of New Shares and New Options

Application for official quotation on ASX of the New Shares and New Options issued pursuant to this Prospectus will be made within seven (7) days after the date of this Prospectus.

If the New Shares offered pursuant to the Offer are not admitted to official quotation within three (3) months after the date of this Prospectus, the Company will not allot or issue any New Securities and all Application Monies received pursuant to this Prospectus will be repaid as soon as practicable without interest.

The fact that ASX may agree to grant official quotation of the New Securities is not to be taken in any way as an indication of the merits of the Company or the New Securities.

2.13 Issue of New Shares and dispatch of holding statements

New Shares and New Options offered by this Prospectus are expected to be issued, and holding statements dispatched, on the date specified in the timetable in Section 1.22.2 of this Prospectus. No issue of New Securities will be made until ASX grants permission for the quotation of the New Shares.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Securities. The sale by the Applicant of New Securities prior to the receipt of a holding statement is at the Applicant’s own risk.

Eligible Shareholders who wish to trade New Securities obtained under the Offer should contact the Share Registry to ascertain their allocation before trading.

2.14 No brokerage

No investor will pay brokerage as a subscriber for New Securities under the Offer.

2.15 Holding of Application Monies

Application Monies will be held in a trust account until the New Securities are allotted to Eligible Shareholders.

The trust account established by the Company for this purpose will be solely used for handling Application Monies.

Any interest earned on Application Monies will be for the benefit of, and will remain the sole property of, the Company and will be retained by the Company whether or not the allotment and issue of New Shares takes place.

Applications and Application Monies may not be withdrawn once they have been received by the Company.

2.16 Overseas Shareholders

The Company will not make an Offer to those Shareholders with a registered address outside Australia, New Zealand or Hong Kong ( Excluded Shareholders ). The Company has decided that it is unreasonable to extend the Offer to Excluded Shareholders having regard to:

(a) the number of Shareholders outside Australia, New Zealand and Hong Kong ( Eligible Jurisdictions );

(b) the number and value of New Shares that would be offered to Shareholders outside the Eligible Jurisdictions; and

(c) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

The Offer is being made to all Eligible Shareholders. The Company is not required to determine whether or not any registered Eligible Shareholder is holding Shares on behalf of persons who are resident outside the Eligible Jurisdictions (including nominees, custodians and trustees) or the identity or residence of any beneficial owners of Shares. Any Eligible Shareholders holding Shares on behalf of persons who are resident outside the Eligible Jurisdictions are responsible for ensuring that any dealing with New Shares issued under the Offer do not breach the laws and regulations in the relevant overseas jurisdiction, and should seek independent professional advice and observe any applicable restrictions relating to the taking up of Entitlements or the distribution of this Prospectus or the Entitlement and Acceptance Form.

The distribution of this Prospectus and the Entitlement and Acceptance Form (including electronic copies) outside the Eligible Jurisdictions may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

United States

Any person in the United States or any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended ( Securities Act )) ( U.S. Person ), with a holding through a nominee may not participate in the Offer and the nominee must not take up any Entitlement or send this Prospectus or any other materials relating to the Offer to the United States or to any person that is, or is acting for the account or benefit of, a U.S. Person. The Company is not able to advise on foreign laws.

This Prospectus does not, and is not intended to, constitute an offer or invitation in the United States, or to any person acting for the account or benefit of a person in the United States, or in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

New Zealand

The New Securities being offered under this Prospectus are also being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Prospectus is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Hong Kong

WARNING: The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

2.17 CHESS

The Company participates in the Clearing House Electronic Sub-register System ( CHESS ). ASX Settlement, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Securities ( CHESS Statement or Holding Statement ).

If you are broker sponsored, ASX Settlement will send you a CHESS Statement.

The CHESS Statement will set out the number of New Securities issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

If you are registered on the issuer sponsored sub-register, your statement will be dispatched by the Company's Share Register and will contain the number of New Securities issued to you under this Prospectus and your security holder reference number.

A CHESS Statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

2.18 Privacy

If you apply for New Securities you will be providing personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request, carry out appropriate administration and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act (as amended), the Corporations Act and certain rules of ASX. If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application.

Under the Privacy Act, you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. You can request access to your personal information by writing to the Company through the Share Registry at:

Link Market Services Ground Floor 178 St Georges Terrace Perth WA 6000

Telephone: +61 2 8280 7111 (outside Australia) and 1300 544 474 (within Australia) Facsimile: +61 2 9287 0303

2.19 Taxation implications

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for New Securities under this Prospectus as it is not possible to provide a comprehensive summary of the possible taxation positions of potential Applicants. The Company, its advisers and officers do not accept any responsibility or liability for any taxation consequences to potential Applicants in the Offer. Potential Applicants should, therefore, consult their own tax adviser in connection with the taxation implications of the Offer.

2.20 Enquiries

This Prospectus provides information for potential investors in the Company and should be read in its entirety.

If after reading this Prospectus you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or financial advisor.

3. Effect of the Offer

3.1 Principal effect of the Offer on the Company

The principal effects of the Offer will be to:

(a) increase the number of Shares on issue by 1,308,020,743 New Shares;
(b) increase the number of Options on issue by 666,005,186 Options including 350,000,000 Underwriter Options and expiration of 11,000,000 NDM Completion Options*; and
(c) increase cash reserves by up to approximately $2.4 million immediately after completion of the Offer and payment of the estimated expenses of the Offer, assuming the Offer is fully subscribed.

*Underwriter Options, to be issued to the Underwriter (and/or its nominees), of the same class of securities as the New Options.

**NDM Completion Options (not currently in-the-money) are a class of unlisted options expiring 30 March 2012 at an exercise price of A$0.01.

3.2 Capital structure

The capital structure of the Company following completion of the Offer (assuming the Offer is fully subscribed) is set out below:

Ordinary Shares	Number
Current Shares on issue New Shares issued under Offer assuming full subscription Total Shares on issue on completion of Offer*	2,180,034,572 1,308,020,743
	3,488,055,315

Options	Number
Listed Options on issue Unlisted Options on issue Expiring NDM Completion Options New Options issued under Offer assuming full subscription Underwriter Options Total Options on issue on completion of Offer**	381,663,322 207,565,356 (11,000,000) 327,005,186 350,000,000
	1,255,233,864

Notes:

Rounded up to the nearest whole figure

** NDM Completion Options (not currently in the money) are a class of unlisted options expiring 30 March 2012 at an exercise price of $0.01

3.3 Pro-forma statement of financial position

Set out below is:

(a) the consolidated statement of financial position of the Company as at 31 December 2011 which has been reviewed by the independent auditor; and
(b) the unaudited pro-forma consolidated statement of financial position of the Company as at 31 December 2011 incorporating the effect of the Offer, assuming the Offer is fully subscribed.

The unaudited pro-forma consolidated statement of financial position has been derived from the reviewed financial statements of the Company and adjusted to reflect pro-forma assets and liabilities of the Company as if completion of the Offer had occurred by 31 December 2011.

The following matters, which have occurred after 31 December 2011, make up the pro-forma adjustments to the 31 December 2011 consolidated statement of financial position:

completion of the $500,000 Placement;
the issue of ordinary Shares at $0.002 each, thereby raising up to $2.6 million of capital pursuant to the Prospectus; and
costs of the offer of approximately $200,000

Notes:

The Unaudited Consolidated Pro-forma Statement of Financial Position has been prepared on the basis that there are no material movements in the assets and liabilities of the Consolidated Entity between 31 December 2011 and the completion of the Offer except:
a) the allotment and issue of ordinary Shares at $0.002 each pursuant to the Offer to raise $2.6 million (before the expenses of the Offer);
b) the expenses of the Offer are estimated to cost approximately $200,000; and
c) the Private Placement as announced on 23 February 2012, raising $500,000 (before costs) through the issue of 250 million ordinary Shares at $0,002 per Share.
Thus, on completion of the Offer (after deducting expenses of the Offer) the cash assets (consolidated) of the Company are expected to be approximately $3,398,729.
No allowance has been made for expenditure incurred in the normal course of business from 31 December 2011 to the Closing Date.
No allowance has been made for further issues of securities, which may occur after the Offer closes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS Current Assets Cash and cash equivalents Trade and other receivables Inventories Total Current Assets Non-Current Assets Other receivables (bonds) Available-for-sale investments Exploration expenditure Plant and equipment Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Total Current Liabilities Non-Current Liabilities Other Creditors Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Parent interest Non-controlling interest TOTAL EQUITY	As at 31 Dec 2011 $ Reviewed Adjustments 469,650 2,916,041 106,668 4,000 580,318 80,366 4,200 3,839,900 8,183 3,932,649 4,512,967 960,105 960,105 200,000 200,000 1,160,105 3,352,862 6,483,475 2,916,041 1,469,290 (4,679,730) 3,273,035 79,827 3,352,862	As at 31 Dec 2011 $ Pro Forma 3,385,691 106,668 4,000
		3,496,359
		80,366 4,200 3,839,900 8,183
		3,932,649
		7,429,008
		960,105
		960,105
		200,000
		200,000
		1,160,105
		6,268,903
		9,399,516 1,469,290
		(4,679,730) 6,198,076 79,827
		6,268,903

4. Rights and liabilities attached to securities

4.1 Rights and liabilities attaching to Shares

The New Shares issued under this Prospectus will be fully paid ordinary shares in the capital of the Company and will rank equally with the Existing Shares.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares. Full details of the rights and liabilities attaching to the Shares are contained in the Constitution of the Company and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules, the ASX Settlement Rules and the common law. The Company's Constitution is available for inspection free of charge at the Company's registered office.

(a) Share capital

All issued ordinary fully paid shares rank equally in all respects.

(b) Voting rights

At a general meeting of the Company, every holder of Shares present in person, by an attorney, representative or proxy has one (1) vote on a show of hands and on a poll, one (1) vote for each Share held, and for every partly paid Share held, a fraction of a vote equivalent to the proportion which the amount paid (not credited) on the Share is of the total amounts paid and payable (excluding amounts credited) on the Share. Where there is an equality of votes, the chairperson has a casting vote.

(c) Dividend rights

Subject to the rights of persons entitled to Shares with special rights to dividend (at present there are none), all dividends as declared by the Directors shall be payable on all Shares in proportion to the amount of capital paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividends are paid.

Dividends are payable only out of the profits of the Company as determined by the Directors or the Shareholders in a general meeting which shall be conclusive. The Directors may, before declaring any dividend, set aside out of the profits of the Company such amounts as they may determine as reserves. The Directors may direct that payment of a dividend be made wholly or in part by the distribution of specific assets or other securities of the Company.

(d) Rights on winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the

contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Transfer of Shares

Shares in the Company may be transferred by such means in accordance with the Company's Constitution, the Corporations Act, the Listing Rules and the ASX Settlement Rules.

The Directors may refuse to register a transfer of Shares only in those circumstances permitted by the Company's Constitution, the Listing Rules and ASX Settlement Rules.

(f) Further increases in capital

Subject to the Company's Constitution, the Corporations Act and the Listing Rules, Shares in the Company are under the control of the Directors, who may allot or dispose of all or any of the Shares to such persons, and on such terms, as the Directors determine.

Subject to the Listing Rules, the Directors have the right to grant Options or other securities with rights of conversion to Shares or pre-emptive rights to any Shares, to any person, for any consideration and for any stock.

(g) Variation of rights attaching to Shares

The rights attaching to the Shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those Shares of that class, or in certain circumstances, with the written consent of the holders of at least seventy-five percent (75%) of the issued Shares of that class.

(h) General meeting

Each holder of Shares will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Corporations Act and the Listing Rules.

4.2 Terms of New Options

The New Options issued pursuant to this Prospectus will be issued on the following terms and conditions:

(a) Each Option entitles the Option Holder to subscribe for one (1) fully paid ordinary Share in the Company.
(b) No amount is payable on grant of the Options.
(c) The exercise price of each Option is $0.005 (0.5 cents) ( Exercise Price ).
(d) Each Option may be exercised at any time before 5.00pm Sydney, New South Wales local time on 30 June 2014 ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.
(e) The Company will give the Option Holder a holding statement stating:
(i) the number of Options issued to the Option Holder;
(ii) the exercise price of the Options; and

(iii) the date of issue of the Options.
(f) The Options are transferable. Subject to the Listing Rules and the Corporations Act, the Option Holder may transfer some or all of the Options at any time before the Expiry Date by way of
(i) a proper ASX Settlement transfer or any other method permitted by the Corporations Act; or
(ii) a prescribed instrument of transfer.
(g) An instrument of transfer of an Option must be:
(i) in writing;
(ii) in any usual form or in any other form approved by the Directors and its share registry that is otherwise permitted by law;
(iii) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and
(iv) delivered to the Company, at the place where the Company's register of Option Holders is kept, together with the certificate (if any) of the Option to be transferred and any other evidence as the Directors require to prove the title of the transferor to that Option, the right of the transferor to transfer that Option and the proper execution of the instrument of transfer.
(h)
The Company will apply to ASX for Official Quotation of the Options.
(i) The Company will apply to ASX for Official Quotation of the Shares issued on the exercise of Options.
(j) The Option Holder is not entitled to participate in any new issue to Existing Shareholders of securities in the Company unless they have exercised their Options before the Record Date for determining entitlements to the new issue of securities and participate as a result of holding Shares. The Company must give the Option Holder notice of the proposed terms of the issue or offer in accordance with Listing Rules.
(k) If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Option before the Record Date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable is increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the Record Date for determining entitlements to the issue.
(l) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the Share capital of the Company, then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(m) Any calculations or adjustments which are required to be made will be made by the Company's Board of Directors and will, in the absence of

manifest error, be final and conclusive and binding on the Company and the Option Holder.

(n) The Company will, within a reasonable period, give to the Option Holder notice of any change to the exercise price of any Options held by the Option Holder or to the number of Shares for which the Option Holder is entitled to subscribe for upon the exercise of an Option.
(o) To exercise Options, the Option Holder must give the Company or its Share Registry, at the same time:
(i) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued; and
(ii) payment of the Exercise Price for the Options, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.
(p) The Option Holder may only exercise Options in multiples of 500 Options unless the Option Holder exercises all Options held by the Option Holder.
(q) Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors of the Company.
(r) If the Option Holder exercises less than the total number of Options registered in the Option Holder's name the Company will issue the Option Holder a new Holding Statement stating the remaining number of Options held by the Option Holder.
(s) Within 7 days after receiving an application for exercise of Options and payment by the Option Holder of the Exercise Price, the Company will issue the Option Holder the number of Shares specified in the application.
(t) Subject to the Company's Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) pari passu with the existing ordinary shares of the Company at the date of issue.
(u) These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

5. Risk factors

5.1 Introduction

Activities in the Company and its controlled entities, as in any business, are subject to risks which may impact on the Company’s future performance. There can be no guarantee that the Company will achieve its stated objectives.

Prior to deciding whether to take up their Entitlement, Shareholders should read the entire Prospectus and review announcements made by the Company to ASX (at www.asx.com.au under the code ARO) in order to gain an appreciation of the Company, its activities, operations, financial position and prospects.

An investment in New Shares should be considered speculative. New Shares carry no guarantee with respect to the payment of any dividends, returns of capital or the market value of those New Shares.

Shareholders should also consider the risk factors set out below which the Directors believe represent some of the general and specific risks that Shareholders should be aware of when evaluating the Company and deciding whether to increase their shareholding in the Company. The following risk factors are not intended to be an exhaustive list of all of the risk factors to which the Company is exposed.

5.2 Specific risks relating to the Company

The following risks have been identified as being key risks specific to an investment in the Company. These risks may adversely affect the Company’s financial position, prospects and price of its listed securities.

In particular, the Company is subject to risks associated with the exploration and development of its mining tenements.

Exploration and development risk

(a) Mining industry risks: Mineral exploration and mining may be hampered by circumstances beyond the control of the Company and are speculative operations which by their nature are subject to a number of inherent risks.
(b) Exploration risks: The success of the Company depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company's existing exploration and mining tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

(c) Resource estimates: Resource estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates were appropriate when made, but may change significantly when new information becomes available.

There are risks associated with such estimates. Resource estimates are necessarily imprecise and depend to some extent on interpretations, which

may ultimately prove to be inaccurate and require adjustment. Adjustments to resource estimates could affect the Company’s future plans and ultimately its financial performance and value.

(d) Ability to exploit successful discoveries: It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities or land beneficiaries that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as the Company's.
(e) Title risks and native title: Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Tenements in which the Company may have an interest, or in which the Company at a future date may acquire an interest, could be subject to legitimate common law native title rights. If it is found that such rights do exist, the ability of the Company to gain access to the tenements may be adversely affected.

(f) Environmental risks: The operations and activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws.
(g) Access risks: Where mining tenements (or part thereof) are subject to private land, resource companies are required to negotiate access, compensation and mining agreements with the beneficial party in order to gain access to explore, develop and mine the resource. Negotiation and execution of such agreements are subject to the willingness of beneficial parties to co-operate with resource entities. Land use may also affect the timing of access to such land. As such, the Company maintains a high standard of co-operative working with beneficial title holders.
(h) Mineral assemblage and consistency: The value of, and ability to mine, a resource is partially dependent on the mineral assemblage and / or quality and surrounding geological and soil setting. Information is not always necessarily available at the commencement of exploration, and is established at varying stages throughout development. Such data can affect the Company’s ability to successfully extract, treat or sell the product. The Company makes all efforts to determine this information at practical stages throughout exploration to reduce risks associated with mineral assemblage and quality.

Other risks specific to the Company

(a) Operational and technical risk: Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management including proficient financial management.

Mining and development operations can be hampered by force majeure circumstances, mechanical failure of plant and equipment, environmental considerations and cost overruns for unforeseen events.

(b) Future capital requirements: The Company may require substantial further financing in the future for its business activities, in addition to amounts raised pursuant to the Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price (or Offer price) or may involve restrictive covenants which limit the Company’s operations and business strategy.

Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on the Company’s activities and could affect the Company’s ability to continue as a going concern.

(c) Joint venture parties, agents and contractors: There is a risk of financial failure or default by a participant in any joint venture to which the Company is, or may become, a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.
(d) Competition: The Company competes with other companies, including major mining companies in Australia and internationally. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.
(e) Key personnel: Recruiting and retaining qualified personnel are important to the Company’s success. The number of persons skilled in the exploration and development of mining properties is limited and competition for such persons is strong. There can be no assurance given that there will be no detrimental impact on the Company if such persons employed cease their employment with the Company.
(f) Unforeseeable losses and liabilities: Whilst the Company currently has not incurred any liabilities and is adequately insured, no assurance can be provided as to potential uninsured losses or liabilities that may arise in the future.
(g) Other: Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in

resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

5.3 General investment risks

(a) Stock market conditions: As with all stock market investments, there are risks associated with an investment in the Company. Share prices may rise or fall and the price of Shares might trade below or above the issue price for the New Shares.

General factors that may affect the market price of Shares include economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity process, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia and changes in exchange rates.

(b) Liquidity risk: There can be no guarantee that there will continue to be an active market for Shares or that the price of Shares will increase. There may be relatively few buyers or sellers of Shares on ASX at any given time. This may affect the volatility of the market price of Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid under the Offer.
(c) Securities investment risk: Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of the Company's performance.
(d) Taxation: There may be taxation implications arising from the Application for Shares, the receipt of dividends (both franked and unfranked) from the Company, participation in any on-market Share buy-back and on the disposal of Shares.

6. Continuous disclosure documents

6.1 Continuous disclosure obligations

This is a Prospectus for the offer of continuously quoted securities (as defined in the Corporations Act) of the Company and is issued pursuant to Section 713 of the Corporations Act as a transaction specific prospectus. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offering Prospectus.

The Company is a “disclosing entity” for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. As a listed company, the Company is subject to the Listing Rules which require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Shares, subject to certain exceptions.

6.2 Documents available for inspection

The Company has lodged the following announcements with ASX since the lodgement of the Company’s 2011 annual financial report on 30 September 2011:

Date	Description of ASX Announcement
24 October 2011	260% Resource Increase at Governor Broome
26 October 2011	Notice of Annual General Meeting / Proxy Form
31 October 2011	Quarterly Report and Appendix 5B
30 November 2011	AGM Presentation
02 December 2011	Appendix 3B
06 December 2011	Becoming a Substantial Shareholder
30 January 2012	Former Iluka Chief Geologist to lead Mineral Sands Team
31 January 2012	Quarterly Report and Appendix 5B
23 February 2012	$3.1Million capital raise
29 February 2012	Completion of Placement, 4B and Cleansing Notice
01 March 2012	Mineral Sands Presentation
07 March 2012	Carr Boyd Range and Lissadell Road Dykes
14 March 2012	Change in substantial holding
15 March 2012	Half Yearly Accounts
19 March 2012	Rights Issue Timetable and Appendix 3B

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC.

Copies of documents lodged with ASX, in relation to the Company, may be obtained from the Company's website at www.aro.com.au or at ASX’s website at www.asx.com.au.

The Company will provide a copy of each of the following documents, free of charge, to any person on request from the date of this Prospectus until the Closing Date:

(a) the annual financial report of the Company for the financial year ended 30 June 2011, being the annual financial report of the Company most recently lodged with the ASIC before the issue of this Prospectus;
(b) the half-year financial report of the Company for the half-year ended 31 December 2011, being the half-year financial report of the Company lodged with ASIC after lodgement of the annual financial report referred to in paragraph (a) above and before the issue of this Prospectus; and
(c) any documents used to notify ASX of information relating to the Company in the period from lodgement of the annual financial report referred to in paragraph (a) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

7. Additional information

7.1 Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company other than those proceedings regarding exploration licence 70/2372.

An application to forfeit E70/2372 was lodged with the Department of Mines and Petroleum ( DMP ) in February 2012. After review of the Company’s records, discussions with the Company’s Tenement Manager and the solicitation of legal advice the Company believes there is no substance to the applicant’s claim in regards to E70/2372 and, at the date of this Prospectus, is in discussions with the applicant seeking a withdrawal of the application.

7.2 Variation to Share Sale and Purchase Agreement

On 20 September 2011, the Company completed a share sale and purchase agreement with RNRF pursuant to which the Company acquired an 80% interest in the issued share capital of GWM, the owner of the Scott Coastal Plain Mineral Sands Project ( Share Sale and Purchase Agreement ). Details of the acquisition were released to ASX on 20 September 2011.

On 16 March 2012 the Company and RNRF executed a deed of variation of the sale and purchase agreement whereby the final payment of $500,000 (for consideration of 80% of the issued capital of GWM) will become due and payable on 8 May 2012 or such other date as agreed by the Company and RNRF (previously being 20 March 2012).

7.3 Royalty Deed

On 20 September 2011, the Company and GWM entered into a royalty deed pursuant to which GWM is entitled to receive a 1.5% net revenue royalty on any minerals mined on the Tenements.

7.4 Shareholders’ Agreement

On 20 September 2011, the Company, RNRF and GWM entered into a shareholders’ agreement in relation to the management and control of GWM ( Shareholders’ Agreement ).

Pursuant to the Shareholders’ Agreement, each Shareholder is entitled to appoint one director for each 25% of GWM’s total issued shares registered in their name. As at the date of this Prospectus, the Company has appointed three (3) directors to the board of GWM.

As long as RNRF holds 7.5% or more shares in GWM, it is entitled to appoint one director to the board.

Under the terms of the Shareholders’ Agreement, the Company must manage all aspects of the business of GWM and must promptly fund all expenditure incurred by GWM by way of unsecured, interest-free loans to GWM until GWM passes a Decision to Mine.

7.5 Underwriting Agreement

The Company has entered into an Underwriting Agreement with the Underwriter pursuant to which the Company has engaged the Underwriter to fully underwrite the New Shares to be offered pursuant to this Prospectus ( Underwritten Shares ).

The Underwriter’s subscription of the Underwritten Shares is conditional upon:

(a) the Underwriter entering into sub-underwriting agreements to subunderwrite all of the amount to be underwritten pursuant to the Offer on terms and conditions, quantum and quality satisfactory to the Underwriter in its sole discretion;
(b) the Underwriter being satisfied with the results of the due diligence investigations by the date of lodgement of this Prospectus (or such other date as agreed to by the parties) ( Lodgement Date );
(c) the Underwriter being satisfied with the form of this Prospectus and giving its consent to be named in it by the Lodgement Date; and
(d) the Prospectus being lodged with ASIC by 5.00pm (WST) on the Lodgement Date,

and, if any of the above conditions are not satisfied or waived by the Underwriter by the Lodgement Date, the Underwriter may terminate the Underwriting Agreement by notice in writing to the Company.

The Underwriter has agreed to lodge applications for all Shortfall Shares, accompanied by the appropriate payment by cheque for those Shares, upon the Company satisfying the conditions precedent and various conditions subsequent (including, amongst other things, complying with its obligations under the Underwriting Agreement, the Company not having received valid applications for the Underwritten Shares, and providing the appropriate shortfall notice to the Underwriter).

Subject to the Company obtaining shareholder approval, the Underwriter will receive an underwriting fee of 6% of the value of the Underwritten Shares and 350,000,000 Options. In addition, the Company has agreed to reimburse the Underwriter’s reasonable out of pocket expenses incurred in connection with the Offer.

The Underwriter may appoint sub-underwriters to sub-underwrite the Offer. The Underwriter is responsible for paying all fees and commissions due to subunderwriters and brokers appointed by the Underwriter in respect of the underwriting of the Offer.

The Underwriter may elect to terminate its obligations under the Underwriting Agreement if:

(a) ( Shareholder approval ): if the Company does not obtain Shareholder approval to issue the Underwriter Options on or prior to the Closing Date;
(b) ( Sub-underwriter termination ): any sub-underwriter terminates, threatens to terminate or otherwise threatens to not comply with its obligations under any sub-underwriting agreement entered into with the Underwriter in relation to the Offer;
(c) ( Share price ): the Share price of the Company trading on the ASX under the ASX code of “ARO” finishes trading for two consecutive days with a closing Share price that is less than the Issue Price;

(d) ( Indices fall ): the S&P ASX 200 Index is for a period of three consecutive Business Days (as defined in the Underwriting Agreement) at any time after the date of the underwriting aagreement 10% or more below its respective level as at the close of business on the Business Day (as defined in the Underwriting Agreement) prior to the date of the underwriting aagreement;
(e) ( Prospectus ): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company;
(f) ( No listing approval ): the Company fails to lodge an Appendix 3B in relation to the Underwritten Shares with ASX within seven (7) days of the Lodgement Date;
(g) ( No Official Quotation ): ASX has advised the Company that it will or may not grant Official Quotation to the Underwritten Shares on or prior to the Shortfall Notice Deadline Date;
(h) ( Supplementary prospectus ):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in paragraph (t) below, forms the view on reasonable grounds that a supplementary prospectus should be lodged with ASIC for any of the reasons referred to in Section 719 of the Corporations Act and the Company fails to lodge a supplementary prospectus in such form and content and within such time as the Underwriter may reasonably require; or
(ii) the Company lodges a supplementary prospectus without the prior written agreement of the Underwriter;
(i) ( Non compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:
(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
(ii) the rights and liabilities attaching to the Underwritten Shares;
(j) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of Sections 711, 713 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(k) ( Restriction on allotment ): the Company is prevented from allotting the Underwritten Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority;

(l) ( Withdrawal of consent to Prospectus ): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(m) ( ASIC application ): an application is made by ASIC for an order under Section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(n) ( ASIC hearing ): ASIC gives notice of its intention to hold a hearing under Section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or ASIC makes an interim or final stop order in relation to the Prospectus under Section 739 of the Corporations Act;
(o) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(p) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples’ Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(q) ( Authorisation ): any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires and is not renewed or replaced, or is modified or amended in a manner unacceptable to the Underwriter;
(r) ( Event of insolvency ): an event of insolvency (as defined in the Underwriting Agreement) occurs in respect of a Relevant Company;
(s) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence; or
(t) ( Termination events ): upon the occurrence of any of the following events, subject to such occurrence having or being likely to have a material adverse effect (as defined in the Underwriting Agreement):
(i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) ( Contravention of constitution or legislation ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;

(iv) ( Adverse change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time;
(v) ( Error in due diligence results ): it transpires that any of the due diligence results or any part of the due diligence verification material was false, misleading or deceptive or that there was an omission from them;
(vi) ( Significant change ): a "new circumstance" as referred to in Section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(vii) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer or the Prospectus;
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;
(ix) ( Change in law or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(x) ( Prescribed Occurrence ): a Prescribed Occurrence (as defined in the Underwriting Agreement) occurs, other than as disclosed in the Prospectus;
(xi) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(xii) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $50,000.00 is obtained against a Relevant Company and is not set aside or satisfied within seven (7) days;
(xiii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against any Relevant Company, other than any claims foreshadowed in the Prospectus;
(xiv) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before the date of issue of the Underwritten Shares without the prior written consent of the Underwriter;

(xv) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company;
(xvi) ( Timetable ): there is a delay in any specified date in the Prospectus timetable which is greater than three (3) Business Days (as defined in the Underwriting Agreement);
(xvii) ( Force Majeure ): a Force Majeure (as defined in the Underwriting Agreement) affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of seven (7) days occurs;
(xviii) ( Certain resolutions passed ): a Relevant Company passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(xix) ( Capital structure ): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus;
(xx) ( Breach of material contracts ): any of the material contracts described in this Section 7 is terminated or substantially modified;
(xxi) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of a Related Company; or
(xxii) ( Market conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

7.6 Shareholder approval

The Company intends to convene a general meeting of Shareholders, scheduled to be held on 27 April 2012, for the purpose of obtaining Shareholder approval to:

(a) ratify the allotment and issue of 250,000,000 Shares pursuant to the Placement;
(b) ratify the grant of 62,500,000 Options pursuant to the Placement; and
(c) approve the grant of 350,000,000 Underwriter Options.

If Shareholders do not approve the grant of the Underwriter Options the Underwriter will be entitled to terminate the Underwriting Agreement.

7.7 Interests of Directors and proposed directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed director nor any entity in which such a Director or proposed director is a partner or director, has or has had in the two (2) years before the date of this Prospectus, any interest in:

(a) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
(b) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any Director or proposed director or to any entity in which such a Director or proposed director is a partner or director, either to induce him to become, or to qualify as, a Director or otherwise for services rendered by him or by the entity in connection with the formation or promotion of the Company or the Offer.

Security holding interests of Directors and proposed directors

At the date of this Prospectus the relevant interest of each of the Directors and Proposed Directors in the Shares and Options of the Company are as follows:

Director	Shares	Shares	Listed Options	Unlisted Options
	Direct	Indirect
Mr Peter Jermyn		29,729,4131		15,000,0003
Mr Robert Hyndes		3,000,0002		10,000,0004
Mr Malcolm Macleod				15,000,0005
Mr Graham Libbesson	Nil	Nil	Nil	Nil

Notes:

Mr Jermyn’s indirect interest in Shares and Unlisted Options is held in the name of Cable Nominees Pty Ltd.
Mr Hyndes’ indirect interest in Shares and Unlisted Options is held in the name of Splendour Investments Pty Ltd.
Mr Jermyn’s Unlisted Options have an exercise price $0.01 each and expire on 31 July 2013.
Mr Hyndes’ Unlisted Options have an exercise price $0.01 each and expire on 30 June 2013.
Mr Macleod’s Unlisted Options, have an exercise price $0.01 each and expire on 31 July 2013

Directors or their associated entities who are registered as Shareholders on the Record Date may participate in the Offer.

Remuneration of Directors

The Constitution of the Company provides that the Directors may be paid for their services as Directors. The remuneration shall, subject to any resolution of a general meeting, be fixed by the Directors.

The Constitution provides that non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum set by the Company in a general meeting. The aggregate maximum is presently set at $200,000.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Director’s indemnity deed

The Company has entered into a deed of indemnity with Mr Jermyn.

Under the deed the Company has undertaken, subject to the restrictions in the Corporations Act, to indemnify Mr Jermyn in certain circumstances whilst a Director and for 10 years after Mr Jermyn has ceased to be a Director.

7.8 Expenses of the Offer

In the event that the Offer is fully subscribed, the estimated expenses payable in cash by the Company in respect of costs associated with this Prospectus and the Offer, including offer management, underwriting, legal, accounting, corporate advisory, expert’s fees, printing, ASIC and ASX fees and other costs will be approximately $200,000.

7.9 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, all other persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus do not have, and have not had in the two (2) years before the date of this Prospectus, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the Offer.

Pareto Capital Pty Ltd is the Underwriter to the Offer and will be paid such fees as are outlined at Section 7.5. Pareto Capital has received, from the Company, $35,000 in fees over the period two (2) years prior to the date of this Prospectus.

Jackson McDonald has acted as solicitors to the Company in relation to the Offer and legal due diligence enquiries in respect of the Company and is entitled to be paid approximately $30,000 (plus GST) in respect of these services. In addition, Jackson McDonald has provided other legal services to the Company in the period two (2) years prior to the date of this Prospectus and has been paid, or in entitled to be paid, fees totalling approximately $13,000 (plus GST) for these other services.

Stantons International acts as auditor of the Company and has been paid $45,184 (plus GST) for the provision of professional services in relation to the auditing of the financial statements of the Company and other professional services in the period two (2) years prior to the date of this Prospectus. The Company anticipates that Stantons International will be entitled to $10,000 for their review of the half-yearly financial report for the period ending 31 December 2011.

7.10 Consents and liability statements

Pareto Capital Pty Ltd has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as Underwriter to the Offer in the form and context in which it is named.

Jackson McDonald has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as solicitors to the Company in the form and context in which it is named.

Stantons International has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to:

(a) be named in this Prospectus as Auditor to the Company in the form and context in which it is named; and
(b) the inclusion in this Prospectus by reference of the financial statements, auditor’s independence declaration and independent auditor’s review report contained in the Half-Yearly Report, and statements in this Prospectus concerning the Company’s reviewed financial statements for the period ended 31 December 2011.

Link Market Services Limited has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as the Company’s Share Registry in the form and context in which it is named.

Each of Jackson McDonald, Stantons International and Link Market Services Limited:

(a) did not authorise or cause the issue of this Prospectus;
(b) does not make, or purport to make, any statement in this Prospectus nor is any statement in this Prospectus based on any statement by any of those parties other than as specified in this Section; and
(c) to the maximum extent permitted by law, expressly disclaims any responsibility or liability for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with consent of that party as specified in this Section.

7.11 Competent person statement

The information in this report, insofar as it relates to mineral exploration activities, is based on information compiled by Malcolm Macleod, who is a member of the Australian Institute of Geoscientists, and who has more than five years experience in the field of activity being reported on. Mr Macleod is a full-time employee of the Company. Mr Macleod has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Person as defined in the 2004 edition of the ‘Australian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves’. Mr Macleod consents to the inclusion in the report of matters based on his information in the form and context in which it appears.

8. Directors' statement

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company pursuant to a resolution of the Board by:

Peter Jermyn Non-Executive Chairman

Dated: 21 March 2012

9. Glossary

Additional Shares

Additional Shares issued to the Shareholders in accordance with this Prospectus as set out in Section 2.9.

AEDT or AEST Australian Eastern Daylight Saving Time and Australian Eastern Standard Time respectively, being the time in Sydney, New South Wales. Annual Report The annual report of the Company for the year ended 30 June 2011 lodged with ASX on 30 September 2011.

Application

An application for the New Securities under this Prospectus.

Applicant A person who applies for New Securities in accordance with this Prospectus.

Application A valid application for New Securities offered under this Prospectus.

Application Monies The monies payable by Applicants to the Offer. ASIC The Australian Securities and Investments Commission. ASX ASX Limited ACN 008 624 691 or the Australian Securities Exchange as the context requires.

ASX Settlement ASX Settlement Pty Ltd ACN 008 504 532. ASX Settlement The settlement rules of ASX Settlement. Rules

Bankable A study carried out to establish the feasibility of developing Feasibility Study commercial mining operations on the land the subject of the Tenements which recommends developing a commercial mining operation and that is of a standard suitable to be submitted to a financial institution as the basis for lending of funds for developing a commercial mining operation contemplated in the study and is capable of supporting a Decision to Mine.

Board The board of Directors of the Company. CHESS Clearing House Electronic Sub-register System operated by ASX Settlement. CHESS Statement A statement of shares registered in a CHESS account. or Holding Statement Closing Date The closing date of the Offer as set out in Section 1.6. Company Astro Resources NL ACN 007 090 904. Consolidated Entity The Company and its subsidiaries. Constitution The constitution of the Company. Corporations Act Corporations Act 2001 (Cth).

Decision to Mine A resolution of the board of directors to develop a commercial mining operation on the land the subject of any Tenement based on receipt by the Company of a Bankable Feasibility Study.

Director Eligible Jurisdictions

A director of the Company as at the date of this Prospectus.

Australia, New Zealand and Hong Kong.

Eligible Shareholder

A Shareholder who:

is a registered holder of Shares; and
has a registered address in Australia , New Zealand or Hong Kong as shown in Company’s Share Registry,
at 7:00pm (AEDT) on the Record Date.

Entitlement

The number of Shares that a Shareholder is entitled to apply for under the Offer, as determined by the number of Shares held by that Shareholder at the Record Date.

Entitlement and The entitlement and acceptance form accompanying this Acceptance Form Prospectus. Excluded A Shareholder as at the Record Date whose registered Shareholder address is not situated in an Eligible Jurisdiction. Exercise Price The exercise price of each New Option as set out in Section 4.2(c).

Existing Share

A share issued before the date of this Prospectus.

Existing A holder of an Existing Share. Shareholder Expiry Date

The expiry date for the exercise of New Options as set out in Section 4.2(d).

Group Company The Company or any of its subsidiaries, as the case requires. GST Goods and services tax. GWM Governor Well Minerals Pty Ltd ACN 137 970 579. Half-Yearly Report The half-yearly report of the Company for the period ended 31 December 2011 lodged with ASX on 15 March 2011. Issue The issue of New Securities offered by this Prospectus. Issue Price The issue price for New Shares, being $0.002. JORC Code The 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Listing Rules The listing rules of ASX. Lodgement Date The date of lodgement of the Prospectus with ASIC as set

out in Section 1.6.

New Options New Securities

An Option that may be issued under this Prospectus.

The New Shares and New Options offered under this Prospectus.

New Shares

The Shares that may be issued under this Prospectus.

Offer

The Offer of New Shares and New Options under this Prospectus.

Offer Period

The period commencing on the Opening Date and ending on the Closing Date.

Official Quotation

Official quotation on ASX.

Opening Date The opening date of the Offer as set out in Section 2.2. Option An option to subscribe for a Share. Option Holder The holder of an Option. Placement

The issue of 250,000,000 Shares at an issue price of $0.002 and 75,000,000 Options with an exercise price of $0.005 expiring on 30 June 2014 to sophisticated and professional investors as announced by the Company on 23 February 2012.

Privacy Act Privacy Act 1988 (Cth). Project Scott Coastal Plain Mineral Services Project.

Prospectus

This prospectus dated 21 March 2012, including any electronic or online version of this prospectus.

Record Date 7:00pm (AEDT) on 30 March 2012 or such other date as may be determined by the Directors.

Relevant Company The Company and its subsidiaries. Rights The right to subscribe for New Shares under this Offer. RNRF Reliance Natural Resource Fund Pty Ltd ACN 140 558 809. Section A section of this Prospectus. Securities Shares and/or Options. Share

A fully paid ordinary share in the capital of the Company.

Share Registry

The Company’s registry, Link Market Services Limited ACN 083 214 537.

Share Sale and Purchase Agreement

Shareholder

The share sale and purchase agreement dated 20 September 2011 between the Company and RNRF, as summarised in Section 7.2.

The holder of a Share.

Shareholders’ The shareholders’ agreement dated 20 September 2011 Agreement between the Company, RNRF and GWM, as summarised in Section 7.4.

Shortfall

Shortfall The number of New Shares offered under the Offer for which valid applications have not been received from Eligible Shareholders before the Closing Date. Shortfall Notice 2 May 2012 Deadline Date

Tenements

Granted mining tenements held by GWM, which as at the date of this Prospectus comprise E70/2372, E70/2464, E70/2655, E70/2708, E70/3681, E70/3682, P701583, P70/1584, P70/1587, P70/1585 and P70/1586.

Underwriter Pareto Capital Pty Ltd ACN 131 858 681.

Underwriting Agreement

The underwriting agreement between the Company and the Underwriter dated 23 February 2012.

Underwriter Subject to shareholder approval, the Options to be issued to Options the Underwriter pursuant to the Underwriting Agreement.

Underwritten Shares

The New Shares being offered under the Offer.

WST

Western Standard Time, being the time in Perth, Western Australia.

All Registry communications to: Link Market Services Limited Locked Bag A14

Astro Resources NL

ABN 96 007 090 904

Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 2 8280 7111 ASX Code: ARO Website: www.linkmarketservices.com.au

SRN/HIN:

Entitlement Number:

Number of Eligible Shares held as at the Record Date, 7:00pm (AEDT) on 30 March 2012:

Entitlement to New Shares (on a 3 New Shares for 5 basis):

Amount payable on full acceptance at A$0.002 per Share:

Offer Closes 5:00pm (AEST): 27 April 2012

ENTITLEMENT AND ACCEPTANCE FORM

As an Eligible Shareholder you are entitled to acquire 3 New Shares for every 5 Existing Shares that you hold on the Record Date, at an Offer Price of $0.002 per New Shares with 1 free-attaching New Option for every 4 New Shares issued at an exercise price of $0.005 expiring 30 June 2014. You may also apply for New Shares in excess of your Entitlement, at the Offer Price under the Shortfall. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser. IMPORTANT: The Offer is being made under the Prospectus dated 21 March 2012. The Prospectus contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Prospectus. This Entitlement and Acceptance Form should be read in conjunction with the Prospectus.

If you do not have a paper copy of the Prospectus, you can obtain a paper copy at no charge, by calling Astro Resources on +61 8 6389 5777 (from outside Australia) or 08 6389 5777 (within Australia).

PAYMENT OPTIONS

If you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for additional New Shares, you have two payment options detailed below.

OPTION 1: PAyINg by Bpay[®]

OPTION 2: PAyINg by ChEquE, bANk dRAfT OR MONEy ORdER

If paying by Bpay[®] , refer to the instructions overleaf. you do NOT need to return the acceptance slip below if you elect to make payment by Bpay[®] . Payment must be received via Bpay[®] before 5:00pm (AEST) on 27 April 2012. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay[® ] you will have deemed to have completed an Application Form for the number of Shares subject of your application payment.

If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5:00pm (AEST) on 27 April 2012.

==> picture [96 x 44] intentionally omitted <==

Telephone & Internet Banking – Bpay[®]

Biller Code: 616169 Ref:

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

Please detach and enclose with payment

Astro Resources NL

==> picture [513 x 192] intentionally omitted <==

----- Start of picture text -----

SRN/hIN:
ABN 96 007 090 904
9999999 Entitlement Number:
A Number of New Shares accepted (being not B Number of additional New Shares C Total number of New Shares accepted
more than your Entitlement shown above) (add Boxes A and B)
+ =
D PLEASE INSERT ChEquE, bANk dRAfT OR MONEy ORdER dETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
branch of a financial institution in Australian currency, made payable to “Astro Resources NL” and crossed “Not Negotiable”.
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
E CONTACT dETAILS – Telephone Number Telephone Number – After Hours Contact Name
( ) ( )
----- End of picture text -----*

ASTRO RESOURCES NL

The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia, New Zealand and Hong Kong. In particular the Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Prospectus and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

ACCEPTANCE Of ENTITLEMENT OffER

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay[®] :

you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations;
you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the Constitution of Astro Resources NL.

hOw TO APPLy fOR NEw ShARES

1. If PAyINg by Bpay[®] (AvAILAbLE TO ShAREhOLdERS wITh AN AuSTRALIAN bANk ACCOuNT ONLy)

If you elect to make payment using Bpay[®] you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay[®] : www.bpay.com.au

Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by $0.002.

Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.

2. If PAyINg by ChEquE, bANk dRAfT OR MONEy ORdER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

A. Acceptance of New Shares

Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.
b. Application for Additional New Shares
You can apply for more New Shares than your Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. Your Application for additional New Shares may not be successful (wholly or partially). The decision of Astro Resources NL on the number of New Shares to be allocated to you will be final. No interest will be paid on any Application Monies received or returned.
C. Total Number of New Shares Subscribed for
To calculate total number of New Shares subscribed for, add Box A and Box B and enter this in Box C.
d. Cheque, bank draft or money order details
Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Astro Resources NL” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, Astro Resources NL may treat you as applying for as many New Shares and Additional New Shares as your cheque, bank draft or money order will pay for.
E. Contact details
Enter your contact telephone number where we may contact you regarding your acceptance of New Shares, if necessary.

3. hOw TO LOdgE yOuR ENTITLEMENT ANd ACCEPTANCE fORM

A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Prospectus electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay[® ] you do not need to complete or return the Entitlement and Acceptance form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	hand delivery
Astro Resources NL	Astro Resources NL
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag A14	1A Homebush Bay Drive
Sydney South NSW 1235	Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEST) on 27 April 2012. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Astro Resources NL reserves the right not to process any Acceptance Slips and cheques received after the Close of Offer.

If you require further information on how to complete this Entitlement and Acceptance form, please contact Astro Resources NL on +61 8 6389 5777 (from outside Australia) or 08 6389 5777 (within Australia) between 8:30am and 5:00pm wST.

AI assistant

VENARI MINERALS NL — Capital/Financing Update 2012

66012_rns_2012-03-21_035fcae5-176c-4433-aa20-8776204fab4c.pdf

Astro Resources NL ACN 007 090 904

Entitlements Issue Prospectus

Important Notice

Important information

Prospectus

Forward-looking statements

Electronic prospectus

Risk factors

Overseas Shareholders

Publicly available information

Accepting the Offer

Defined terms

Currency

Reference to time

Contents

Corporate directory

Directors

Auditors

Company Secretary

Registered and Principal Office

Share Registry

Web Address

Solicitors for the Offer

Chairman’s letter

1. Investment overview

1.1 The Company’s projects

Scott Coastal Plain Mineral Sands

Uranium – Macphee Creek

Kimberley diamond projects

North Doolgunna Joint Venture

1.2 Key risks

1.3 The Board

Robert Hyndes , Executive Director

Malcolm Macleod , Executive Director

1.4 Purpose of the Offer

1.5 Use of proceeds

1.6 Timetable for the Offer

2. Details of the Offer

2.1 The Offer

2.2 Opening Date and Closing Date

2.3 Rights and liabilities attaching to New Securities

2.4 Entitlement and eligibility

2.5 Entitlement and Acceptance Forms

2.6 How to accept the Offer

2.7 Payment by BPay®

2.8 Underwriting

2.9 Applying for Additional Shares out of the Shortfall

2.10 Minimum subscription

2.11 Non-renounceable offer – no rights trading

2.12 ASX quotation of New Shares and New Options

2.13 Issue of New Shares and dispatch of holding statements

2.14 No brokerage

2.15 Holding of Application Monies

2.16 Overseas Shareholders

(a) the number of Shareholders outside Australia, New Zealand and Hong Kong ( Eligible Jurisdictions );

United States

New Zealand

Hong Kong

2.17 CHESS

2.18 Privacy

2.19 Taxation implications

2.20 Enquiries

3. Effect of the Offer

3.1 Principal effect of the Offer on the Company

3.2 Capital structure

3.3 Pro-forma statement of financial position

Notes:

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

4. Rights and liabilities attached to securities

4.1 Rights and liabilities attaching to Shares

(a) Share capital

(b) Voting rights

(c) Dividend rights

(d) Rights on winding-up

(e) Transfer of Shares

(f) Further increases in capital

(g) Variation of rights attaching to Shares

VENARI MINERALS NL Capital/Financing Update 2012